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Mar 29, 2017

How to Have a Better Board Meeting

Most boards have only four to six gatherings per year. Here’s how to make the most of each one.

I remember the first time I sat in on a board meeting of a medium-sized public technology company. I sat in on the morning session and stayed through lunch, so I got a good look at the way the meeting ran and the dynamics of the directors, which were pretty uninspiring. I’ve since witnessed other such sessions, and I’ve asked scores of directors: “How do you think your board meetings are? What do you think it would take to have better board meetings?”

Their answers and my observations are remarkably consistent. Building board dynamics, properly structuring the meeting and soliciting and implementing feedback to improve are all top of mind for these directors.

Build Board Dynamics

A high-performing board has strong interpersonal dynamics. The best boards contain directors who have an easy rapport with each other and can communicate and, most importantly, disagree with each other without turning others off.

This kind of culture doesn’t just happen. A typical board only meets four to six times per year, so the lead director should be proactive in creating culture as part of the process of building the board.

An easy and obvious way to build rapport is to have a board dinner the evening before a board meeting. (Many boards already do this.) Think about how to use this time to build rapport and trust. One way to do this is to ask a “table question” during dinner—a question everyone answers throughout the course of the meal that’s designed to help them get to know each other better.

This question should be designed to invite people to go a little deeper than they normally do. It should be personal; people can choose how “deep” to go with their answers. The process is an opportunity to get to know each other’s makeup and philosophy in an informal way. It brings people together—the entire board is having one conversation.

The table question can be anything that sparks reflection or allows people to tell a story. It doesn’t have to be too heavy. Some examples are: “If you had to take a year off and could not spend that time period working, where would you go and what would you do?” or “What would constitute a great day for you?” It could be something sure to provoke interesting insights, such as: “What was the worst trouble you got into as a kid?”

Building a culture of trust and candor is critical for good governance and makes for more effective meetings. Board meetings require directors to espouse unpopular opinions, ask tough questions and go deeper into topics. The ability to challenge each other counteracts groupthink, which is one of the most dangerous risks of boards.

Structure the Meeting

A little structure goes a long way. At the beginning of the year, decide on three or so key themes to address throughout the next 12 months. One board in the defense industry with which I work decided that this year’s focus should be on: 1) the changes in the political environment and their impact on defense spending; 2) CEO succession; and 3) some acquisitions they wanted to make in cyber security. Those themes guide their meetings and help them allocate their time to strategic topics.

After setting the topics for the year, the agenda for the board meeting can take shape. Send a briefing to board members five days in advance of the meeting that includes specific questions for discussion, which you should insist directors read and digest in advance. You’ll be able to go right to a brief overview and ask what questions people have, then take up the pre-planning discussion questions.

There are almost always routine tasks to be dealt with—overview of financial results and debt position, new litigation that has come to light, and so on. Put those in the front of the agenda and have a plan to get through them efficiently. Discussion should be the heart of the meeting.

The discussion should come from the key themes and any other strategic items that need longer consideration. In a recent board meeting of the company I mentioned earlier, the board discussed one of their hot topics—CEO succession—with a simple but lively review of the candidates they had already talked to. They were early in the process, so the goal of this discussion was to further refine their thinking about their ideal candidate.

This board also used the time to discuss something that had come up recently: the possibility of international expansion. Because this was a new topic, the lead director had sent out background information with specific questions for the directors to consider. The CEO led the discussion and prepared his guidance carefully. He first made sure everyone understood the context, then he ensured that the questions were addressed, and then he asked directors who had a contrary point of view to speak first to make sure the counter-argument was given plenty of weight. The decision was not made then and there, but the discussion laid the table to make a good decision at a future meeting.

Debrief

The best way to improve continuously is to debrief. Debriefing the meeting is simple: Take 20 minutes at the end of each meeting and ask each director to say what were the best elements of the meeting—what worked? Then ask: “What are one or two suggestions we can implement to have an even better meeting?” When you focus on suggestions going forward rather than “what didn’t work,” you’re more likely to get constructive points that you can implement.

Build culture, set structure and debrief with rigor, not lip service, and you will see your board meetings—and your board—get stronger and more effective.

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